The supplier and agency questions to ask before you sign

A persuasive proposal can make an uncertain project feel safe. It is not evidence that the work is well defined.

Before an Australian small business signs with an agency, software provider, manufacturer, consultant or other supplier, the owner needs clarity about the outcome, responsibility, data, exit and total cost.

business.gov.au recommends researching suppliers, checking references and registrations, documenting contract terms and monitoring performance. See the Australian Government supplier guidance.

Ten questions to ask before you sign

1. What business outcome are we buying?
   Define the operational or commercial result, not the list of activities.
2. What is included—and explicitly excluded?
   Ask for assumptions, dependencies, revision limits, licences, implementation and training to be written down.
3. Who owns each decision and deliverable?
   Name the supplier lead and your internal owner. “The team” is not accountable.
4. What evidence supports the forecast?
   Ask which assumptions come from your data, comparable work or general benchmarks.
5. How will performance be measured?
   Agree on definitions, data sources, reporting frequency and who can verify the result.
6. What will the full cost be?
   Include setup, subscriptions, usage fees, media, apps, support, maintenance, change requests and internal time.
7. Who owns the accounts, data and intellectual property?
   Your business should understand access, portability, confidentiality, reuse and deletion arrangements.
8. What happens if a key person leaves or delivery slips?
   Ask about substitution, continuity, response times and escalation.
9. How can either party end the agreement?
   Read notice periods, automatic renewals, cancellation fees, transition help and data export clauses.
10. What would make you advise us not to proceed?
    A credible supplier should be able to name poor-fit conditions and material risks.

Read the contract, not just the proposal

The proposal sells the work. The contract allocates risk.

The ACCC explains that written contracts set out rights and responsibilities and that laws protect eligible small businesses from unfair terms in standard-form contracts. Since 9 November 2023, proposing, using or relying on unfair terms in covered standard-form contracts is banned and penalties can apply. Read the ACCC’s current contract guidance.

That does not mean an owner should self-diagnose a contract. It means the document deserves qualified legal review when the commitment, risk or complexity is material.

Create a one-page decision record

Before approval, record:

• the problem and desired outcome;
• options considered;
• the full first-year cost;
• the three biggest assumptions;
• data and system access involved;
• the success measure and review date;
• the exit plan;
• who approved the decision.

This small discipline helps prevent a common founder problem: remembering the enthusiasm and forgetting the assumptions.

Manage after signing

Schedule the first performance review before the contract begins. Keep access under business-controlled accounts, document changes and compare invoices and deliverables with the agreed scope.

Use the free 10 Questions Before You Sign. If the decision is expensive or hard to unwind, book a conversation with Briony before it becomes urgent.

This article provides general business information, not legal advice. Obtain advice from an appropriately qualified Australian lawyer for your circumstances.